Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon their execution and delivery by Buyer at the Closing, each of the Buyer Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, full corporate power, authority, and authority capacity to execute and deliver this Agreement and each of the Buyer Closing Documents and to perform its obligations under this Agreementhereunder and thereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this AgreementAgreement and the Buyer's Closing Documents.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted full right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyereach Acquired Company, enforceable against Buyer each Acquired Company in accordance with its terms. Buyer has Sellers and the Acquired Companies have the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and the other documents required to be delivered hereunder and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other documents to be executed in connection herewith and to perform its obligations under this AgreementAgreement and the documents to be executed in connection herewith.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerBuyers, enforceable against Buyer Buyers in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditor's rights generally. Buyer has Buyers have the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerSellers, enforceable against Buyer Sellers in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors’ rights, and by principles of equity. Buyer has Sellers have the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Seller and constitutes the legal, valid, valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms. Buyer Seller has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors’ rights, and by principles of equity. Buyer Seller has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy Exception. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its his obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute execute, deliver and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under pursuant to this Agreement, and Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement.

Authority; No Conflict. (a) This Agreement constitutes and the Rights Agreement constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement said Agreements and to perform its obligations under this Agreementthereunder.

Authority; No Conflict. (ai) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Buyer has the absolute and unrestricted requisite right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except that enforceability of this Agreement may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Overriding Royalties, it will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Overriding Royalties, as the case may be, and to perform its obligations under this AgreementAgreement and the Overriding Royalties.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyereach Seller, enforceable against Buyer it in accordance with its terms. Buyer Each Seller has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement and to consummate all of the transactions described in this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerSellers, enforceable against Buyer Sellers in accordance with its terms. Buyer has Sellers have the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) 4.2.1 This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with its terms. Buyer Purchaser has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement and the agreements contemplated hereby, this Agreement (and such other agreements) will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) Buyer has all right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and unrestricted rightsimilar laws affecting creditors’ rights and remedies generally and subject, poweras to enforceability, and authority to execute and deliver this Agreement and to perform its obligations under this Agreementgeneral principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this AgreementAgreement and the Buyer's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by applicable bankruptcy laws or general principles of equity. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, Buyer and is enforceable against Buyer it in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been approved by the Audit Committee and by the Independent Committee.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, Purchaser and is enforceable against Buyer Purchaser in accordance with its terms. Buyer Purchaser has the absolute and unrestricted right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation obligations of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has the absolute and unrestricted right, power, corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (ai) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement or the Executed Agreements, the Executed Agreements will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Executed Agreements and to perform its obligations under this Agreementthereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. This Agreement constitutes the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute execute, deliver and deliver this Agreement and to perform its obligations under this AgreementAgreement and has taken all corporate action necessary to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents, and to perform its obligations under this AgreementAgreement and the Buyer's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes Except for governmental approvals listed in Exhibit 21, the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Upon the execution hereof by Buyer this Agreement will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer it in accordance with its termsterms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). Buyer has the absolute and unrestricted right, power, all requisite corporate power and authority to execute and deliver this Agreement and the Closing Documents, to perform its obligations under this Agreementhereunder and thereunder, and to consummate the Contemplated Transactions.

Authority; No Conflict. (a) The Buyer has full corporate power and ---------------------- authority to execute and deliver this Agreement and to consummate the Contemplated Transactions. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Employment Agreements and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of each of Buyer and Stock Buyer, enforceable against Buyer it in accordance with its terms. Each of Buyer and Stock Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms. Buyer Seller has the absolute and unrestricted right, power, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under pursuant to this Agreement.

Authority; No Conflict. (a) This Purchase Agreement constitutes the legal, valid, and binding obligation of Buyerthe Seller, enforceable against Buyer the Seller in accordance with its terms, subject to enforceability, bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting creditor rights. Buyer The Seller has the absolute and unrestricted right, power, authority and authority capacity to execute and deliver this Purchase Agreement and to perform its obligations under this Purchase Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of BuyerSellers, enforceable against Buyer Sellers in accordance with its terms. Buyer has Upon the execution and delivery by Sellers of the Employment Agreements, the Employment Agreements will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority and authority capacity to execute and deliver this Agreement and the Employment Agreements and to perform its their obligations under this AgreementAgreement and the Employment Agreements.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution of this Agreement and the necessary agreements and documentation related hereto in connection with Closing (the “Asset Closing Documents”) this Agreement will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Asset Closing Documents and to perform its obligations under this Agreementhereunder and thereunder.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, and binding obligation of Buyerthe Purchaser, enforceable against Buyer the Purchaser in accordance with its terms. Buyer The Purchaser has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Upon the execution and delivery by the Buyer, this Agreement constitutes will constitute the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether consider in a proceeding in equity or at law). The Buyer has the absolute and unrestricted all right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Documents to which it is a party, such Transaction Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations under this Agreementhereunder and thereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation obligations of Buyerthe Seller, enforceable against Buyer the Seller in accordance with its terms. Buyer The Seller has the absolute and unrestricted right, power, corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of BuyerOwner, enforceable against Buyer Owner in accordance with its terms. Buyer Owner has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerBuyer and its successors and permitted assigns, enforceable against Buyer such in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, Buyer and is enforceable against Buyer in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally. Buyer has the absolute and unrestricted right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms. Buyer Upon the execution and delivery by Seller of this Agreement, this Agreement will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its respective terms. Seller has the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations under this AgreementAgreement and such other agreements. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the other agreements contemplated hereby or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a1) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerBuyer and its successors and permitted assigns, enforceable against Buyer such in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by equitable principles). Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyerthat Purchaser, enforceable against Buyer that Purchaser in accordance with its terms. Buyer That Purchaser has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Xxxxx and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been approved by the Special Committee and the Independent Directors.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its termsterms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law). Buyer has the absolute full corporate power and unrestricted right, power, and corporate authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement has been duly authorised, executed and delivered by the Buyer and constitutes the a legal, valid, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has the absolute authority and unrestricted right, power, and authority capacity to execute and deliver this Agreement and to perform its obligations under hereunder. The power of attorney authorising the execution of this AgreementAgreement on behalf of the Buyer is attached hereby as Schedule 13.4.2.

Authority; No Conflict. (af) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted full right, power, authority and authority capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerSellers, enforceable against Buyer Sellers in accordance with its terms. Buyer has Sellers have the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this the Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of BuyerOwner, enforceable against Buyer Owners in accordance with its terms. Buyer has Owners have the absolute and unrestricted right, power, authority, and authority capacity to execute and deliver this Agreement and to perform its their obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its termsterms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally and general principles of equity. Buyer has the absolute all necessary corporate power and unrestricted right, powerauthority to, and authority has taken all necessary corporate actions necessary to authorize it to, enter into, execute and deliver this Agreement and to perform its obligations under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with its terms. Buyer Upon the execution and delivery by Purchaser of the Related Agreements to which Purchaser is a party, such Related Agreements will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms. Purchaser has the absolute and unrestricted right, power, full corporate power and authority to execute and deliver this Agreement and such Related Agreements and to perform its obligations under this AgreementAgreement and such Related Agreements.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.